EXHIBIT 4.9**THIRD AMENDMENT AND CONSENT**          THIS THIRD AMENDMENT AND CONSENT dated as of November 30, 2006 (this “Amendment”), byand among EMS TECHNOLOGIES, INC., a Georgia corporation (the “Borrower”), the Lenderslisted on the signature page hereof and SUNTRUST BANK, in its capacity as the Administrative Agent(the “Administrative Agent”).WITNESSETH:          WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into that certain U.S.Revolving Credit Agreement dated as of December 10, 2004, as amended by that certain FirstAmendment to U.S. Revolving Credit Agreement dated as of February 11, 2005 and as further amendedby that certain Second Amendment, Limited Waiver and Consent dated as of August 10, 2005 (as soamended, the “Credit Agreement”);          WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend the CreditAgreement in certain respects on the terms and conditions contained herein; and          WHEREAS, the Borrower has informed the Administrative Agent and the Lenders that the Borrowerintends to sell the assets of the business currently conducted by the Borrower’s EMS Wirelessdivision (the “Wireless Assets”) and has requested that the Administrative Agent and theLenders consent to the sale of the Wireless Assets as required under Section 7.6 of the CreditAgreement.          NOW, THEREFORE, for and in consideration of good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by the parties hereto, the Lenders, the AdministrativeAgent and the Borrower hereby agree as follows:**1.****Defined Terms**. Capitalized terms which are used herein without definition and which aredefined in the Credit Agreement shall have the same meanings ascribed to them as in the CreditAgreement.**2.****Amendments**.     (a) The Credit Agreement is hereby amended by adding the following new defined terms toSection 1.1. in the appropriate alphabetical order:“‘***Collateral Account***’ means a deposit account established with and maintained by theIssuing Bank for the purpose of holding cash collateral to secure obligations owingby the Borrower to the Issuing Bank under and in respect of Letters of Credit.”“‘***Facility Termination Date***’ has the meaning set forth in Section 2.27.”     (b) The Credit Agreement is hereby further amended by deleting subsection (a) of Section 2.26.in its entirety and inserting in lieu thereof the following:
 

 
“(a) During the Availability Period, the Issuing Bank, in reliance upon theagreements of the other Lenders pursuant to Section 2.26(e), agrees toissue, at the request of the Borrower, Letters of Credit for the account of theBorrower on the terms and conditions hereinafter set forth; *provided*, that (i) eachLetter of Credit shall be a standby letter of credit which shall expire not laterthan the date that is eighteen (18) months after the date of issuance of such Letterof Credit (or in the case of any renewal or extension thereof, one year after suchrenewal or extension); (ii) each Letter of Credit shall be in a stated amount of atleast $50,000; and (iii) the Borrower may not request any Letter of Credit, if,after giving effect to such issuance (A) the aggregate LC Exposure would exceed theLC Commitment or (B) the aggregate LC Exposure, *plus* the aggregateoutstanding Revolving Loans of all Lenders would exceed the Aggregate RevolvingCommitments. Upon the issuance of each Letter of Credit (including the ExistingLetters of Credit), each Lender shall be deemed to, and hereby irrevocably andunconditionally agrees to, purchase from the Issuing Bank without recourse aparticipation in such Letter of Credit equal to such Lender’s Pro Rata Share of theaggregate amount available to be drawn under such Letter of Credit. Each issuanceof a Letter of Credit shall be deemed to utilize the Revolving Commitment of eachLender by an amount equal to the amount of such participation.”(c) The Credit Agreement is hereby further amended by adding the following new Sections 2.27.and 2.28 immediately following Section 2.26 thereof:***“*****Section 2.27. Expiration or Termination Date of Letters of Credit Past CommitmentTermination Date.**Upon the Facility Termination Date (as defined below), the Borrower shall deposit inthe Collateral Account with the Issuing Bank an amount of Dollars equal to 105%*times*the aggregate stated amount of all Letters of Credit with an expiration ortermination date occurring after the Facility Termination Date. If a drawingpursuant to any such Letter of Credit occurs on or prior to the expiration ortermination date of such Letter of Credit but after the Facility Termination Date,the Borrower hereby authorizes the Issuing Bank to use the monies deposited in theCollateral Account to make payment to the beneficiary or other payee with respect tosuch drawing. If no drawing occurs on or prior to the expiration or terminationdate of such Letter of Credit, the Issuing Bank shall return to the Borrower themonies deposited in the Collateral Account with respect to such outstanding Letterof Credit on or before the date thirty (30) Business Days after the expiration ortermination date with respect to such Letter of Credit. The “FacilityTermination Date” shall mean the earlier of (a) the date that is ten (10)Business Days prior to the Commitment Termination Date and (b) the date on whichthis Agreement or the Commitments are terminated (whether voluntarily, by reason ofthe occurrence of an Event of Default or otherwise).
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**Section 2.28. Collateral Account.**     The Collateral Account shall be in the name of the Issuing Bank as a cashcollateral account and the Issuing Bank shall have sole dominion and control over,and sole access to, the Collateral Account subject to the Issuing Bank’s obligationsset forth in Section 2.27 and this Section 2.28. Neither the Borrower nor anyPerson claiming on behalf of or through the Borrower shall have any right towithdraw any of the funds held in the Collateral Account. The Borrower agrees thatit will not (i) sell or otherwise dispose of any interest in the Collateral Accountor any funds held therein, or (ii) create or permit to exist any Lien upon or withrespect to the Collateral Account or any funds held therein, except as expresslyprovided in this Agreement. The Issuing Bank shall exercise reasonable care in thecustody and preservation of any funds held in the Collateral Account and shall bedeemed to have exercised such care if such funds are accorded treatmentsubstantially equivalent to that which the Issuing Bank accords other fundsdeposited with the Issuing Bank, it being understood that the Issuing Bank shall nothave any responsibility for taking any necessary steps to preserve rights againstany parties with respect to any funds held in the Collateral Account. Subject tothe right of the Issuing Bank to withdraw funds from the Collateral Account asprovided herein, the Issuing Bank may in its sole discretion and without anyobligation to do so whatsoever invest funds on deposit in the Collateral Account,reinvest proceeds of any such investments which may mature or be sold, and investinterest or other income received from any such investments, in each case, inPermitted Investments of the type described in clauses (a) through (e) of thedefinition thereof, as the Issuing Bank may select or in such other investments asshall be agreed upon by the Issuing Bank and the Borrower. Unless the FacilityTermination Date has occurred by reason of the occurrence of an Event of Default,the proceeds of such investments shall be the property of the Borrower and theIssuing Bank shall account to the Borrower for any such investments from time totime as agreed upon by the Borrower and the Issuing Bank. However, if an Event ofDefault has occurred and is continuing and any Obligations remain outstanding,proceeds of investments shall be distributed to the Lenders *pro rata*in accordancewith their respective Pro Rata Share at such times as the Administrative Agent andthe Issuing Bank shall reasonably designate. After payment in full of allObligations and/or the expiration of all Letters of Credit and the distribution ofmonies contained therein to the Lenders as provided above, the Issuing Bank shalldeliver to the Borrower any monies remaining in the Collateral Account.”(d) The Credit Agreement is hereby further amended by re-numbering clauses (e) and (f) inSection 5.2 thereof as clauses (f) and (g), respectively, and adding the following new clause (e)in the appropriate alphabetic order:“(e) any claims or potential claims arising under that certain Asset PurchaseAgreement dated as of October 31, 2006 between Andrew Corporation and the Borrowerwith respect to breaches, misrepresentations or indemnities of either party whichcould reasonably be expected to equal or exceed $1,000,000;”
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**3.****Consent**. At the request of the Borrower, but subject to the satisfaction of theconditions precedent set forth in Section 4 below, the Lenders hereby consent to the sale of theWireless Assets in accordance with the terms of that certain Asset Purchase Agreement dated as ofOctober 31, 2006 between Andrew Corporation and the Borrower. The Borrower acknowledges and agreesthat the consent contained in the foregoing sentence shall not waive or amend (or be deemed to beor constitute an amendment to or waiver of) any other covenant, term or provision in the CreditAgreement or hinder, restrict or otherwise modify the rights and remedies of the Lenders and theAdministrative Agent following the occurrence of any present or future Default or Event of Default(whether or not related to the sale of the Wireless Assets) under the Credit Agreement or any otherLoan Document.**4.****Effectiveness of Amendment**. The effectiveness of this Amendment is subject to the truthand accuracy of the representations set forth in Sections 5 and 6 below and satisfaction of each ofthe following conditions: (a) Receipt by the Administrative Agent of counterparts of this Amendment dulyexecuted by the Borrower, the Subsidiary Loan Parties, the Administrative Agent and theLenders constituting the Required Lenders;  (b) Receipt by the Administrative Agent of the Written Consent of the InstructingGroup attached hereto duly executed by the Instructing Group (as defined in theIntercreditor Agreement) and instructing the Collateral Agent to release its Liens onthe Wireless Assets;  (c) Payment of all fees, costs and expenses of the Administrative Agent andLenders, including the fees of Administrative Agent’s counsel incurred through the dateof this Amendment; and  (d) Such other documents, agreements, instruments, certificates or otherconfirmations as the Administrative Agent may reasonably request.**5.****Representations of the Borrower**. The Borrower represents and warrants to theAdministrative Agent and the Lenders that:     (a) Corporate Power and Authority. The execution, delivery and performance of thisAmendment and the transactions contemplated hereby (i) are within the corporate authority of theBorrower, (ii) have been duly authorized by all necessary corporate proceedings, if any, (iii) donot and will not violate any provision of law, statute, rule or regulation to which the Borrower issubject or any judgment, order, writ, injunction, license or permit applicable to the Borrower and(iv) does not violate or breach any provision of the organizational documents of, or any agreementor other instrument binding upon, the Borrower or its Subsidiaries. The Borrower has duly executedand delivered the Amendment, and, both the Amendment and the Credit Agreement as amended by theAmendment, constitute the Borrower’s legal, valid and binding obligation enforceable in accordancewith their respective terms, except to the extent that the enforceability thereof may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally
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affecting creditors’ rights and by equitable principles (regardless of whether enforcement issought in equity or at law).     (b) Governmental Approvals. No order, consent, approval, license, authorization orvalidation of, or filing, recording or registration with (except for those that have otherwise beenobtained or made on or prior to the date of the effectiveness of this Amendment and which remain infull force and effect on such date), or exemption by, any Governmental Authority, is required toauthorize, or is required in connection with, (i) the execution, delivery and performance of theAmendment by the Borrower or (ii) the legality, validity, binding effect or enforceability of anysuch Amendment against the Borrower.     (c) No Default. No Default or Event of Default will exist immediately after givingeffect to this Amendment.**6.****Reaffirmation of Representations**. Without limiting Section 5 hereof, the Borrowerhereby repeats and reaffirms all representations and warranties made by the Borrower to theAdministrative Agent and the Lenders in the Credit Agreement and the other Loan Documents to whichit is a party on and as of the date hereof (after giving effect to this Amendment) with the sameforce and effect as if such representations and warranties were set forth in this Amendment in full(except to the extent that such representations and warranties relate expressly to an earlierdate).**7.****Governing Law**. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED INACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA.**8.****No Further Amendments; Ratification of Liability**. Except as expressly amended hereby,the Credit Agreement and each of the other Loan Documents shall remain in full force and effect inaccordance with their respective terms. The Borrower hereby ratifies, confirms and reaffirms itsliabilities, its payment and performance obligations (contingent or otherwise) and its agreementsunder the Credit Agreement and the other Loan Documents to the extent the Borrower is a partythereto, all as amended by this Amendment, and the liens and security interests granted, createdand perfected thereby.**9.****No Waiver; References to the Credit Agreement**. Nothing contained herein shall be deemedto constitute a waiver of compliance with any term or condition contained in the Credit Agreementor any of the other Loan Documents, or constitute a course of conduct or dealing among the parties.The Administrative Agent and the Lenders reserve all rights, privileges and remedies under theLoan Documents. Each reference to the Credit Agreement in any of the Loan Documents (including theCredit Agreement) shall be deemed to be a reference to the Credit Agreement, as amended by thisAmendment.**10.****No Novation**. Nothing in this Amendment is intended, or shall be construed, toconstitute a novation or an accord and satisfaction of any of the Obligations or to modify, affector impair the perfection, priority or continuation of the security interests in, security titles toor other Liens on any Collateral for the Obligations.**11.****Benefits**. This Amendment shall be binding upon and shall inure to the benefit of theparties
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hereto and their respective permitted successors and assigns. This Amendment is solely forthe benefit of the Borrower, the Lenders and the Administrative Agent, and no term or provisionhereof shall be deemed to confer and benefit or rights on any other Person.**12.****Expenses**. The Borrower agrees to reimburse the Lenders and the Administrative Agent ondemand for all reasonable costs and expenses (including, without limitation, attorneys’ fees)incurred by such parties in negotiating, documenting and consummating this Amendment, the otherdocuments referred to herein, and the transactions contemplated hereby and thereby.**13.****Severability**. In case any provision of or obligation under this Amendment shall beinvalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability ofthe remaining provisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.**14.****Headings**. Headings and captions used in this Amendment are included for convenience ofreference only and shall not be given any substantive effect.**15.****Counterparts; Integration**. This Amendment may be executed and delivered via facsimilewith the same force and effect as if an original were executed and may be signed in any number ofcounterparts, each of which shall be an original, with the same effect as if the signatures heretowere upon the same instrument. This Amendment constitutes the entire agreement and understandingamong the parties hereto with respect to the subject matter hereof and supersede any and all prioragreements and understandings, oral or written, relating to the subject matter hereof.**[SIGNATURES ON FOLLOWING PAGES]**
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          IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have causedthis Third Amendment and Consent to be duly executed by their respective duly authorized officersas of the day and year first above written.         EMS TECHNOLOGIES, INC.           By:               Name:      Title:           SUNTRUST BANK, in its capacities as a Lender,    Swingline Lender and as Administrative Agent           By:               Name:      Title:           BANK OF AMERICA, NATIONAL ASSOCIATION,    in its capacity as a Lender           By:               Name:      Title:           GENERAL ELECTRIC CAPITAL CORPORATION,    in its capacity as a Lender           By:               Name:      Title:  
 

 
REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS     Each of the undersigned Subsidiary Loan Parties hereby reaffirms its continuing obligationsowing to the Administrative Agent and each Lender under the Loan Documents to which such Person isa party and agrees that the foregoing Third Amendment and Consent shall not in any way affect thevalidity and enforceability of any such Loan Document, or reduce, impair or discharge theobligations of such Person thereunder.     This reaffirmation shall be construed in accordance with and be governed by the laws (withoutgiving effect to the conflict of law principles thereof) of the State of Georgia.     IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Reaffirmationof Obligations under Loan Documents as of November 30, 2006.           EMS INVESTMENT HOLDINGS, INC.             By:                 Name:                 Title:                        LXE INC.             By:                 Name:                 Title:             
 

 
WRITTEN CONSENT OF THE INSTRUCTING GROUPNovember 30, 2006SunTrust Bank, as Collateral Agent